Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less

Version 3.0 – Dec 2009

These Standard Terms and Conditions for Internet Advertising are designed for Media Buys One Year or Less and intended to offer Media Companies, Advertisers, and their Agencies a voluntary standard for conducting business in a manner acceptable to all parties.

Introduction

Version 3.0 of the Standard Terms and Conditions for Interactive Advertising for Media Buys of One Year or Less (“Standard Ts&Cs) covers a broad range of interactive advertising issues and scenarios. Version 2.0, released in 2002, served the market well for a number of years but as the industry matured, new technologies became available, and business processes changed, the old document became less relevant and multiple addendums became the norm.

In April of 2009, over one hundred legal, finance, operations, sales, and buying leaders from a large cross section of media companies and agencies agreed to update the Standard Ts&Cs for current marketplace conditions as well as any future needs that could reasonably be expected. Version 3.0 is the result of many meetings between these industry leaders in pursuit of a common goal: create a fair and balanced document that covers the majority of standard media buys and therefore streamlines the buying process.

Areas of Significant Updates

Significant portions of the following sections have been updated in Version 3.0 and deserve focused attention from legal, financial, sales, and buying departments:

Section XII: Non-disclosure, Data Usage and Ownership, Privacy and Laws
Entirely new data usage language has been developed for Media Companies, Agencies, and Advertisers – this is the section where the most new material has been added so pay close attention

Section II: Ad Placement and Positioning
Standard editorial adjacency language has been developed to handle most Advertisers’ concerns and specific language regarding UGC site/page requirements has been added

Section III: Payment and Payment Liability
Among other things, invoicing requirements have been changed and proof of performance is no longer required unless explicitly requested

Section V: Cancellation and Termination
Cancellation terms have been rewritten to include different cancellation periods for different types of inventory and services (guaranteed, performance, pre-launch development costs, etc)

Section IX: Ad Materials
The late creative policy has been updated to something that will hopefully be easier for Media Companies and Agencies to voluntarily agree to.

Section X: Indemnification
Indemnification language has been reorganized and updated

Section XIII: Third Party Ad Serving and Tracking
Third party ad serving, tracking, and billing language outlines conditions in which, if satisfied, Agency third-party numbers can be used by default for billing

A Definitions section has been added at the front of document

Please Use The Education Guide!

Much has changed in Version 3.0 from Version 2.0. To find an explanation of the changes and the reasons behind them, please read the Education Guide instead of skipping right to the clean legal version. The Education Guide has additional text that will answer many of your questions.

Although each section of the Standard Ts&Cs is important on its own, the document should be examined as a whole. Sections are interrelated in ways that are meant to create a fair and balanced representation of all aspects of an interactive media buy.

A Voluntary Standard

Due to the voluntary nature of this agreement, no agency or publisher is required to use Version 3.0. Some may choose to add additional language and/or modify recommended guidelines. In such cases, both the IAB and AAAA urge parties to use the recommended “Addendum” format to outline modifications. It is important to note that the agreements in these Standard Ts&Cs were achieved by negotiating a balanced document and therefore such attempts to alter its contents could result in additional modifications being requested by the other party.